16 December 2019 ASX Market Announcements Office Australian - PDF document

16 December 2019 ASX Market Announcements Office Australian Securities Exchange 20 Bridge Street Sydney NSW 2000 EGM Chairman’s Address and Presentation Please see attached the Chairman’s address and presentation to today’s EGM Restructure Scheme meeting. Marcin Firek Company Secretary Woolworths Group Limited Woolworths Group Limited ABN 88 000 014 675

Restructure Scheme Meeting (EGM) 2019 Chairman’s Address International Convention Centre, Sydney Monday 16 December 2019, 10 am At this EGM meeting we are seeking your approval for key aspects of the proposed internal Restructure of Woolworths Group to create Endeavour Group. This will allow combining the Woolworths Drinks Business and ALH Group in a single legal entity, in preparation for the subsequent separation of Endeavour Group through a demerger or other value accretive alternative. The resolution requires approval by more than 50% of shareholders voting on the resolution, and at least 75% of the votes cast on the resolution. Over the past three years, Woolworths Group has been simplifying its business portfolio. We have exited Masters, sold Petrol for $1.7 billion, and exited Ezibuy. Shareholders have benefited from this rationalisation with a total shareholder return of 64% over the three years to the end of June 2019. This transaction is the next stage in that journey. By separating Endeavour Group from Woolworths Group, we believe both businesses will be able to focus on the changing customer needs and release the latent growth potential in both. Both businesses will have strong leadership positions in their respective markets, with balance sheets to enable them to capitalise on their growth potential. If the separation takes place by way of a demerger, Woolworths Group intends to maintain approximately a 15% shareholding in the new group. What this proposal is not motivated by is Woolworths Group getting out of pokies and abandoning our commitment to the highest standards of responsible gaming. On the contrary, we are appointing a board and management, who believe and will commit to delivering on those standards. To achieve this, we need to undertake a series of structural changes within Woolworths. Today’s Restructure Scheme Resolution is the first stage of the Endeavour transformation that will enable us to create Endeavour Group through the combination of our drinks and hospitality business, Endeavour Drinks and ALH Group. The Restructure Scheme is subject to approval by Shareholders today, and by the Federal Court later this week. If approved by both, we intend to implement the Restructure in early February 2020. Following this, we will seek to complete stage 2 in quick succession, being the ALH merger. Once implemented, this means that our joint venture partner, BMG, will own a 14.6% stake in the newly formed Endeavour Group. Our third and final stage will be the separation of Endeavour Group by way of demerger or other value accretive alternative. Any separation is currently expected to take place in calendar year 2020. I stress, that any separation remains uncertain and should a separation proceed, we currently intend to seek Shareholder approval at an appropriate time in the future. Today you are being asked to vote on the stage 1 Restructure Scheme Resolution. Importantly, the Restructure Scheme: • Will not result in a change in the number of shares that you hold • Will not cause any income tax consequences for you • Will not negatively impact the ability of Woolworths to pay dividends The Directors unanimously recommend that you vote in favour of this Restructure Scheme Resolution. Each Director intends to vote any Shares he or she holds or controls in favour of the Restructure Scheme Resolution. Woolworths Group Limited ABN 88 000 014 675

2019 Restructure Scheme Meeting (EGM) 46

Proposed Restructure of Woolworths Group to create Endeavour Group 2 0 1 9 E G M 47

Overview of Woolworths Group and Endeavour Group Australia and New Zealand’s leading food and everyday needs business Australia’s leading retail drinks and hospitality business  Leader in e-commerce in Australia and New Zealand  Multi-format retail brand proposition  Highly integrated store-based and online offerings for a  Focused on growing core food and everyday needs retail businesses customer-centric operating model  Strong own and exclusive brands  Strong, vertically integrated brands and production platforms  F19 pro forma EBIT 1 $1,950 M  F19 pro forma EBIT 3 $774 $10. 0.3 B 74 M $49.7 B  F19 pro forma revenue 1  F19 pro forma revenue 3 F19 pro forma EBIT by segment (continuing operations) 2 Woolworths Drinks Business 43% Australia New Zealand ALH Hotels 86% 14% ALH Drinks 34% Business 23% Notes: 1. Woolworths Group revenue and EBIT from continuing operations before significant items (excluding Endeavour Drinks and Hotels revenue and EBIT). 2. EBIT by segment excluding central overheads. 3. Pro forma revenue and EBIT excludes Summergate. 4. Woolworths Drinks Business and ALH Drinks Business are together reported as Endeavour 2 0 1 9 E G M 48 Drinks in Woolworths Group segment reporting. ALH Hotels is reported as Hotels in Woolworths Group segment reporting.

The Endeavour transformation is expected to take place over three stages Stage 3 e 3 Stage 1 e 1 Stage 2 e 2 Separat aration Rest structure ALH M Mer erger er • Separation of Endeavour Group from • Internal reorganisation of Woolworths • Endeavour to acquire BMG’s interest in Activity Ac Woolworths Group via demerger or Group to create a distinct legal entity, ALH in exchange for issuing BMG with a other value accretive alternative known as Endeavour Group 14.6% shareholding in Endeavour Group • To simplify Woolworths Group’s • To integrate the operations of the corporate structure • To create simpler, more focused, Woolworths Drinks Business and ALH • To create a distinct legal entity independent businesses ready for future Pu Purpo pose Group growth • To facilitate the ALH Merger and • To facilitate potential Separation potential Separation • To be voted on today • Expected to be completed calendar year Expe Ex pected d • Expected to be completed 4 February • Expected to be implemented tim timing ing 2020 2020 2 February 2020 SUBJEC ECT O T OF TO TODAY’ Y’S V VOTE TE 2 0 1 9 E G M 49

Stage 1: Restructure of Woolworths Group to create Endeavour Group Advantages of the Restructure Shareholder impact  Enable a simpler corporate structure The Restructure Scheme will not:  Create a distinct legal entity for Endeavour Group  result in a change in the number of shares that  Better enable the ALH Merger and subsequent you hold  cause any income tax consequences for you business integration  Better enable Woolworths Group to pursue  negatively impact the ability of Woolworths Group to pay dividends Separation of Endeavour Group The Directors UNANIMOUSLY recommend you VOTE IN FAVOUR of the Restructure Scheme 2 0 1 9 E G M 50